13. Leadership Changes and Restructuring Activities

On May 4, 2015, the Company’s former President entered into a retirement agreement with the Company (the “Retirement Agreement”) pursuant to which he retired on August 19, 2015. Subject to the terms of the Retirement Agreement, the Company is required to provide retirement benefits over a 24-month period, beginning in September 2015. The Company recorded a liability, measured at its estimated fair value, for payments that will be made under the Retirement Agreement, with a corresponding charge to “Selling, operating and administrative expenses” in the accompanying Consolidated Statements of Income. The Company incurred a total cost of $877,000, including $216,000 of equity-based compensation expense, during year ended December 31, 2015. As of December 31, 2015, the short-term portion of the liability was $250,000 and is included in “Accrued liabilities” in the accompanying Consolidated Balance Sheets and the long-term portion of the liability was $175,000 and is included in “Other liabilities, net of current portion” in the accompanying Consolidated Balance Sheets.

On December 31, 2014, the Company’s former Chief Executive Officer retired and pursuant to the terms of the Separation and Release of Claims Agreement (the “Separation Agreement”), the Company is required to provide severance and other related benefits over the next 36-month period, beginning in October 2015. The Company recorded a liability, measured at its estimated fair value, for payments that will be made under the Separation Agreement, with a corresponding charge to “Selling, general and administrative expenses” in the accompanying Consolidated Statements of Income. The Company will incur a total cost of $3,581,000, including $1,007,000 of equity-based compensation expense. Of this amount, $12,000 and $3,545,000 was recorded during the years ended December 31, 2015 and 2014, respectively. As of December 31, 2015 and 2014, the short-term portion of the liability was $759,000 and $500,000, respectively, and is included in “Accrued liabilities” in the accompanying Consolidated Balance Sheets. As of December 31, 2015 and 2014, the long-term portion of the liability was $789,000 and $1,488,000, respectively, and is included in “Other liabilities, net of current portion” in the accompanying Consolidated Balance Sheets.

In addition, management of the Company approved and implemented a restructuring plan during the fourth quarter of 2014 designed to improve operating efficiencies, which reduced the Company’s overall headcount at its corporate headquarters (the “Restructuring Plan”). In connection with the Restructuring Plan, the Company incurred a total of $1,303,000 in expenses related to severance and outplacement services provided to certain former employees of the Company, all of which was recorded during the year ended December 31, 2014. These expenses are included in “Selling, general and administrative expenses” in the accompanying Consolidated Statements of Income.

All severance and other related costs are entirely attributable to the Company’s Real Estate Franchise Services reportable segment. The following table presents a rollforward of the estimated fair value liability established for total severance and other related costs that occurred during the years ended December 31, 2015 and 2014, including those costs incurred for the aforementioned leadership changes and restructuring activities (in thousands):


	2015		2014
Balance, January 1	$	2,408	$	—
Severance and other related expenses		1,554		4,848
Accretion		82		—
Cash payments		(1,807)		(1,433)
Non-cash adjustment (a)		(216)		(1,007)
Balance, December 31	$	2,021	$	2,408

(a)

For the year ended December 31, 2015, the non-cash adjustment represents the non-cash equity-based compensation expense recorded for the accelerated vesting of 7,576 restricted stock units on August 19, 2015 pursuant to the terms of the Retirement Agreement as discussed in Note 12, Equity-Based Compensation. For the year ended December 31, 2014, the non-cash adjustment represents the non-cash equity-based compensation expense recorded for the accelerated vesting of 30,304 restricted stock units on December 31, 2014 pursuant to the terms of the Separation Agreement.

Subsequent Events

On January 7, 2016, the Company’s Co-Chief Financial Officer and former Chief Operating Officer entered into a separation and transition agreement (the “Separation and Transition Agreement”) pursuant to which he will serve as Co-Chief Financial Officer from January 15, 2016 through March 31, 2016 and will separate from the Company effective March 31, 2016. Subject to the terms of the Separation and Transition Agreement, the Company is required to provide a lump sum severance payment of $575,000, and 12,109 unvested restricted stock units will vest upon his departure.